SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): March 1, 2010
TITLE
STARTS ONLINE, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53704
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26-1394771
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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4540
Alpine Avenue, Blue Ash, Ohio 45242
(Address
of principal executive offices) (zip code)
513-297-3640
(Registrant's
telephone number, including area code)
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite 206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation.
Item
3.02 Unregistered Sales of Equity Securities.
On March
1, 2010, Title Starts Online, Inc. (the "Company") issued a 6% promissory note
in the principal amount of $100,000 (the “March 2010 Note”) to an accredited
investor (the “March 2010 Lender”) in consideration of $100,000. In
addition to the March 2010 Note, the March 2010 Lender also received a Common
Stock Purchase Warrant to acquire 8,929 shares of common stock at an exercise
price of $5.60 per share exercisable for a period of three
years. The March 2010 Note bears interest at the
rate of 6% per annum. The March 2010 Note matures on the earlier
of the Company closing a financing or June 30, 2010. The full
principal amount of the note is due upon a default.
As of the
date hereof the Company is obligated on the March 2010 Note. The
March 2010 Note is a debt obligation arising other than in the ordinary course
of business, which constitutes a direct financial obligation of the
Company.
The
issuance of the above securities was made in reliance upon exemptions from
registration pursuant to Section 4(2) and the Securities Act of 1933, as amended
(the “33 Act”), and/or Regulation D as promulgated under the 33
Act. The above transactions did not involve a public offering and the
March 2010 Lender is an accredited investor.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
Item
9.01 Financial Statements and Exhibits
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(a)
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Financial
statements of businesses acquired.
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Not
applicable
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(b)
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Pro
forma financial information.
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Not
applicable
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(c)
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Shell company
transactions. |
Not
applicable
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Exhibit
No.
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Description
of Exhibit
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4.1
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6%
Promissory Note issued by Title Starts Online, Inc. on March 1,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TITLE STARTS ONLINE,
INC. |
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Date:
March 3, 2010
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By:
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/s/ Stephen
S. Burns |
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Name:
Stephen S. Burns
Title:
CEO
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